Confidentiality Provisions. Except as required by Law, unless otherwise agreed to in writing by the Company, the LUKOIL Entities agree (i) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any Person other than Parent Representatives who are actively and directly participating in the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and to cause those Persons to observe the terms of Section 5.2(b) and this Annex B, (ii) not to use Proprietary Information for any purpose other than in connection with the consummation of the Merger in a manner that the Company has approved and (iii) not to disclose to any Person (other than those Parent Representatives who are actively and directly participating in the consummation of the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and, in the case of Parent Representatives, whom the LUKOIL Entities will cause to observe the terms of Section 5.2(b) and this Annex B) any information about the Merger, or the terms and conditions or any other facts relating thereto, including, without limitation, the fact that Proprietary Information has been made available to the LUKOIL Entities and Parent Representatives. LUKOIL Americas shall be responsible for any breach of the terms of Section 5.2(b) and this Annex B by any LUKOIL Entity or Parent Representative. In the event that a LUKOIL Entity is requested pursuant to, or required by, legal process to disclose any Proprietary Information or any other information concerning the Company or the Merger, the LUKOIL Entities agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the LUKOIL Entities with respect to the Company's taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of Section 5.2(b) and this Annex B. In any such event, the LUKOIL Entities shall use their reasonable best efforts to ensure that all Proprietary Information and any other information that is so disclosed will be accorded confidential treatment. If this Agreement is terminated pursuant to Article VII hereof, (1) the provisions of this Annex B shall survive for two years following such termination and (2) the LUKOIL Entities shall, upon the written request of the Company, promptly deliver to the Company or destroy all Proprietary Information, including all copies, reproductions or extracts thereof or based thereon in the possession of the LUKOIL Entities or Parent Representatives. Without the prior written consent of the Company, the LUKOIL entities shall not directly or indirectly solicit for employment or employ any management-level person who is on the date of this Agreement employed by the Company or any of its Subsidiaries and who is identified in writing by a LUKOIL Entity in connection with the LUKOIL Entities' evaluation or consummation of the Merger; provided, however, that the LUKOIL Entities shall not be prohibited from employing any such Person who contacts a LUKOIL Entity on his or her own initiative and without any direct or indirect solicitation by a LUKOIL Entity; provided, further, 69 that the term "solicitation" does not include general solicitations of employment not specifically directed towards employees of the Company or any of its Subsidiaries. The provisions of this Annex B contain the entire agreement among the Company and the LUKOIL Entities concerning the confidentiality of the Proprietary Information, and shall supercede the terms and conditions of any existing confidentiality agreement between or among the Company, on the one hand, and any one or more of the LUKOIL Entities, on the other hand.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Getty Petroleum Marketing Inc /Md/), Merger Agreement (Lukoil Americas Corp)
Confidentiality Provisions. Except as required by LawEach Borrower and the Lender each hereby agrees to hold, unless otherwise agreed to in writing by the Company, the LUKOIL Entities agree (i) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any Person other than Parent Representatives who are actively and directly participating in the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and use its commercially reasonable efforts to cause those Persons its Affiliates and representatives to observe the terms of Section 5.2(b) and this Annex Bhold, (ii) not to use Proprietary Information for any purpose other than in connection with the consummation of the Merger in a manner that the Company has approved and (iii) not to disclose to strict confidence from any Person (other than those Parent Representatives who are actively and directly participating any such Affiliate or representative), unless (i) compelled to disclose by judicial or administrative process or by the regulation(s) to which such party is subject or by other requirements of Applicable Law or (ii) disclosed in any action or proceeding brought by a party in pursuit of its rights or in the consummation exercise of the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger andits remedies under this Agreement, in the case of Parent Representatives, whom the LUKOIL Entities will cause to observe the terms of Section 5.2(b) and this Annex B) any information about the Merger, or the terms and conditions of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby; provided that each of such Borrower and the Lender may disclose such information to such Borrower’s or any other facts relating thereto, including, without limitation, the fact that Proprietary Information has been made available to the LUKOIL Entities and Parent Representatives. LUKOIL Americas shall be responsible for any breach of the terms of Section 5.2(b) and this Annex B by any LUKOIL Entity or Parent Representative. In the event that a LUKOIL Entity is requested pursuant toLender’s organization, or required by, legal process to disclose any Proprietary Information or any other information concerning the Company outside of such Borrower’s or the Merger, the LUKOIL Entities agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedyLender’s organization, to consult their respective attorneys, accountants, bankers, financial advisors and other consultants who may be assisting such Borrower or the Lender in connection with the LUKOIL Entities with respect to the Company's taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of Section 5.2(b) and this Annex B. In any such event, the LUKOIL Entities shall use their reasonable best efforts to ensure that all Proprietary Information and any other information that is so disclosed will be accorded confidential treatment. If this Agreement is terminated pursuant or the transactions contemplated hereby and who agree to Article VII hereof, (1) be bound by the non-disclosure provisions of this Annex B shall survive for two years following such termination and (2) the LUKOIL Entities shall, upon the written request of the Company, promptly deliver Section 11 or are otherwise subject to the Company or destroy all Proprietary Information, including all copies, reproductions or extracts thereof or based thereon in the possession of the LUKOIL Entities or Parent Representatives. Without the prior written consent of the Company, the LUKOIL entities shall not directly or indirectly solicit for employment or employ any management-level person who is on the date of this Agreement employed by the Company or any of its Subsidiaries and who is identified in writing by a LUKOIL Entity in connection with the LUKOIL Entities' evaluation or consummation of the Merger; provided, however, that the LUKOIL Entities shall not be prohibited from employing any such Person who contacts a LUKOIL Entity on his or her own initiative and without any direct or indirect solicitation by a LUKOIL Entityapplicable confidentiality requirements; provided, further, 69 that the term "solicitation" does not include Lender may also disclose such information to the Lender’s successors, assignees and prospective investors who agree to be bound by the non-disclosure provisions of this Section 11 or are otherwise subject to applicable confidentiality requirements; provided, further, that such Borrower may provide its investors with a general solicitations of employment not specifically directed towards employees description of the Company or any terms of this Agreement on a basis consistent with previous disclosures made by such Borrower to its Subsidiariesinvestors with respect to other credit facilities. The provisions of this Annex B contain the entire agreement among the Company and the LUKOIL Entities concerning the confidentiality of the Proprietary InformationSection 11 shall not supersede, and shall supercede be deemed to supplement, any confidentiality agreements that the terms parties may have executed prior to the date hereof, which provisions thereof shall be controlling and conditions shall be in full force and effect. Notwithstanding anything to the contrary contained herein, nothing in this Section 11 shall prevent or inhibit the Lender in any manner whatsoever from exercising any and all remedies available to it upon the occurrence and continuance of an Event of Default, including, disclosing any existing confidentiality agreement between or among information that it would otherwise be required to keep confidential to the Company, on the one hand, and any one or more of the LUKOIL Entities, on the other handextent permitted under Applicable Law.
Appears in 1 contract
Confidentiality Provisions. Except Each Purchaser (and each Transferee by its acceptance of an interest in any Note) agrees, so long as required by Law, unless otherwise agreed to in writing by the Company, the LUKOIL Entities agree (i) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any Person other than Parent Representatives who are actively and directly participating in the Merger or who otherwise need to know the Proprietary Information for the purpose no Event of consummating the Merger and to cause those Persons to observe the terms of Section 5.2(b) and this Annex BDefault is continuing under paragraphs 7A(i), (ii), (viii), (ix) not to or (x), that it will use Proprietary Information for any purpose other than in connection with the consummation of the Merger in a manner that the Company has approved and (iii) not to disclose to any Person (other than those Parent Representatives who are actively and directly participating in the consummation of the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and, in the case of Parent Representatives, whom the LUKOIL Entities will cause to observe the terms of Section 5.2(b) and this Annex B) any information about the Merger, or the terms and conditions or any other facts relating thereto, including, without limitation, the fact that Proprietary Information has been made available to the LUKOIL Entities and Parent Representatives. LUKOIL Americas shall be responsible for any breach of the terms of Section 5.2(b) and this Annex B by any LUKOIL Entity or Parent Representative. In the event that a LUKOIL Entity is requested pursuant to, or required by, legal process to disclose any Proprietary Information or any other information concerning the Company or the Merger, the LUKOIL Entities agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the LUKOIL Entities with respect to the Company's taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of Section 5.2(b) and this Annex B. In any such event, the LUKOIL Entities shall use their its reasonable best efforts to ensure that all Proprietary hold in confidence and not disclose any Confidential Information and any other information that is so disclosed will be accorded confidential treatment. If this Agreement is terminated pursuant to Article VII hereof, (1) the provisions of this Annex B shall survive for two years following such termination and (2) the LUKOIL Entities shall, upon the written request of the Company, promptly deliver to the Company or destroy all Proprietary Information, including all copies, reproductions or extracts thereof or based thereon in the possession of the LUKOIL Entities or Parent Representatives. Without without the prior written consent of the Company, the LUKOIL entities Company which consent shall not directly or indirectly solicit for employment or employ any management-level person who is on the date of this Agreement employed by the Company or any of its Subsidiaries and who is identified in writing by a LUKOIL Entity in connection with the LUKOIL Entities' evaluation or consummation of the Mergerbe unreasonably denied; provided, however, that nothing contained herein shall prevent the LUKOIL Entities holder of any Note from delivering copies of any financial statements and other documents delivered to such holder, and disclosing any other information disclosed to such holder, by the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) such holder's directors, officers, employees, agents and professional consultants, (ii) any other holder of any Note, (iii) any Institutional Investor which is not a Competitor to which such holder offers to sell such Note or any part thereof, (iv) any Institutional Investor which is not a Competitor to which such holder sells or offers to sell a participation in all or any part of such Note, (v) any Institutional Investor which is not a Competitor from which such holder offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over such holder, (vii) the National Association of Insurance Commissioners or any similar organization or (viii) any other Person which is not a Competitor to which such delivery or disclosure may be reasonably necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to such holder, (b) in response to any subpoena or other legal process or investigative demand, (c) in connection with any litigation in connection with this Agreement to which such holder is a party or (d) in order to protect such holder's investment and enforce the rights of such holder under this Agreement; and provided further that after notice to the Company the holders of the Notes shall not be prohibited from employing free to correct any such Person who contacts a LUKOIL Entity on his false or her own initiative and without any direct or indirect solicitation by a LUKOIL Entity; provided, further, 69 that the term "solicitation" does not include general solicitations of employment not specifically directed towards employees of misleading information which may become public concerning their relationship to the Company or any of its Subsidiaries. The provisions Each Purchaser and each Transferee may in good faith conclusively rely on a certificate of this Annex B contain a proposed purchaser of the entire agreement among Note(s) addressed and delivered to the Company and such Purchaser or Transferee to the LUKOIL Entities concerning the confidentiality effect that such proposed purchaser of the Proprietary InformationNote(s) is not a Competitor, and shall supercede provided that the terms and conditions of any existing confidentiality agreement between Company has not, by written notice to such Purchaser or among Transferee delivered within five Business Days after the Company's receipt of such certificate, objected to such reliance on the one hand, and any one or more grounds that the Company in good faith reasonably believes such proposed purchaser of the LUKOIL Entities, on the other handNote(s) is a Competitor.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Manitowoc Co Inc)
Confidentiality Provisions. Except Each Purchaser (and each Transferee by its acceptance of an interest in any Note) agrees, so long as required by Law, unless otherwise agreed to in writing by the Company, the LUKOIL Entities agree (i) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any Person other than Parent Representatives who are actively and directly participating in the Merger or who otherwise need to know the Proprietary Information for the purpose no Event of consummating the Merger and to cause those Persons to observe the terms of Section 5.2(b) and this Annex BDefault is continuing under paragraphs 7A(i), (ii), (viii), (ix) not to or (x), that it will use Proprietary Information for any purpose other than in connection with the consummation of the Merger in a manner that the Company has approved and (iii) not to disclose to any Person (other than those Parent Representatives who are actively and directly participating in the consummation of the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and, in the case of Parent Representatives, whom the LUKOIL Entities will cause to observe the terms of Section 5.2(b) and this Annex B) any information about the Merger, or the terms and conditions or any other facts relating thereto, including, without limitation, the fact that Proprietary Information has been made available to the LUKOIL Entities and Parent Representatives. LUKOIL Americas shall be responsible for any breach of the terms of Section 5.2(b) and this Annex B by any LUKOIL Entity or Parent Representative. In the event that a LUKOIL Entity is requested pursuant to, or required by, legal process to disclose any Proprietary Information or any other information concerning the Company or the Merger, the LUKOIL Entities agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the LUKOIL Entities with respect to the Company's taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of Section 5.2(b) and this Annex B. In any such event, the LUKOIL Entities shall use their reasonable its best efforts to ensure that all Proprietary hold in confidence and not disclose any Confidential Information and any other information that is so disclosed will be accorded confidential treatment. If this Agreement is terminated pursuant to Article VII hereof, (1) the provisions of this Annex B shall survive for two years following such termination and (2) the LUKOIL Entities shall, upon the written request of the Company, promptly deliver to the Company or destroy all Proprietary Information, including all copies, reproductions or extracts thereof or based thereon in the possession of the LUKOIL Entities or Parent Representatives. Without without the prior written consent of the Company, the LUKOIL entities Company which consent shall not directly or indirectly solicit for employment or employ any management-level person who is on the date of this Agreement employed by the Company or any of its Subsidiaries and who is identified in writing by a LUKOIL Entity in connection with the LUKOIL Entities' evaluation or consummation of the Mergerbe unreasonably denied; provided, however, that nothing contained herein shall prevent the LUKOIL Entities holder of any Note from delivering copies of any financial statements and other documents delivered to such holder, and disclosing any other information disclosed to such holder, by the Company or any Subsidiary in connection with or pursuant to this Agreement to (i) such holder's directors, officers, employees, agents and professional consultants, (ii) any other holder of any Note, (iii) any Institutional Investor to which such holder offers to sell such Note or any part thereof, (iv) any Institutional Investor to which such holder sells or offers to sell a participation in all or any part of such Note, (v) any Institutional Investor from which such holder offers to purchase any security of the Company, (vi) any federal or state regulatory authority having jurisdiction over such holder, (vii) the National Association of Insurance Commissioners or any similar organization or (viii) any other Person which is not a Competitor to which such delivery or disclosure may be reasonably necessary or appropriate (a) in compliance with any law, rule, regulation or order applicable to such holder, (b) in response to any subpoena or other legal process or investigative demand, (c) in connection with any litigation in connection with this Agreement to which such holder is a party or (d) in order to protect such holder's investment and enforce the rights of such holder under this Agreement; and provided further that after notice to the Company the holders of the Notes shall not be prohibited from employing free to correct any such Person who contacts a LUKOIL Entity on his false or her own initiative and without any direct or indirect solicitation by a LUKOIL Entity; provided, further, 69 that the term "solicitation" does not include general solicitations of employment not specifically directed towards employees of misleading information which may become public concerning their relationship to the Company or any of its Subsidiaries. The provisions Each Purchaser and each Transferee may in good faith conclusively rely on a certificate of this Annex B contain a proposed purchaser of the entire agreement among Note(s) addressed and delivered to the Company and such Purchaser or Transferee to the LUKOIL Entities concerning the confidentiality effect that such proposed purchaser of the Proprietary InformationNote(s) is not a Competitor, and shall supercede provided that the terms and conditions of any existing confidentiality agreement between Company has not, by written notice to such Purchaser or among Transferee delivered within five Business Days after the Company's receipt of such certificate, objected to such reliance on the one hand, and any one or more grounds that the Company in good faith reasonably believes such proposed purchaser of the LUKOIL Entities, on the other handNote(s) is a Competitor.
Appears in 1 contract
Confidentiality Provisions. Except as required by Law, unless otherwise agreed to in writing by the Company, the LUKOIL Entities agree (i) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any Person other than Parent Representatives who are actively and directly participating in the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and to cause those Persons to observe the terms of Section 5.2(b) and this Annex B, (ii) not to use Proprietary Information for any purpose other than in connection with the consummation 20.5.1 None of the Merger in a manner that the Company has approved and (iii) not parties to disclose to any Person (other than those Parent Representatives who are actively and directly participating in the consummation of the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and, in the case of Parent Representatives, whom the LUKOIL Entities will cause to observe the terms of Section 5.2(b) and this Annex B) any information about the Merger, or the terms and conditions or any other facts relating thereto, including, agreement shall without limitation, the fact that Proprietary Information has been made available to the LUKOIL Entities and Parent Representatives. LUKOIL Americas shall be responsible for any breach of the terms of Section 5.2(b) and this Annex B by any LUKOIL Entity or Parent Representative. In the event that a LUKOIL Entity is requested pursuant to, or required by, legal process to disclose any Proprietary Information or any other information concerning the Company or the Merger, the LUKOIL Entities agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the LUKOIL Entities with respect to the Company's taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of Section 5.2(b) and this Annex B. In any such event, the LUKOIL Entities shall use their reasonable best efforts to ensure that all Proprietary Information and any other information that is so disclosed will be accorded confidential treatment. If this Agreement is terminated pursuant to Article VII hereof, (1) the provisions of this Annex B shall survive for two years following such termination and (2) the LUKOIL Entities shall, upon the written request of the Company, promptly deliver to the Company or destroy all Proprietary Information, including all copies, reproductions or extracts thereof or based thereon in the possession of the LUKOIL Entities or Parent Representatives. Without the prior written consent of all the Companyother parties to this agreement disclose or publish to any third party (“Disclosure”) or make public announcement of wilfully or negligently permit or cause Disclosure of any financial or other details whatsoever naming the parties hereto or otherwise relating to the transaction hereby effected except:-
(a) any particular extracts or details which must be the subject of Disclosure to comply with any Stock Exchange or any statutory requirements or the lawful requirements of any regulatory, governmental or official body
(b) to group companies or professional advisers of each of the LUKOIL entities parties who need to know such details and who have first agreed to be bound by the provisions of this Clause 20.5
(c) to the extent necessary to comply with any legal obligation or legal requirement
(d) to the extent necessary to comply with or give effect to the terms of this agreement
(e) to the Inland Revenue or any other governmental, public or official body for taxation, rating or registration purposes
(f) to the extent they are already in the public domain, otherwise than as a result of a breach of this Clause 20.5
(g) that the Developer shall be entitled to issue a press release announcing this agreement in a form which has been approved by the Tenant (such approval not to be unreasonably withheld)
20.5.2 This Clause 20.5 shall remain in effect until the expiry of a period of three (3) years from date hereof
20.5.3 This Clause 20.5 shall not directly apply to Disclosure by or indirectly solicit for employment or employ on behalf of any management-level person who is on the date of party to this Agreement employed to any third parties and/or their professional advisers in pursuance of rent review arbitrations or determinations or negotiations or legal proceedings adjudications or other bona fide negotiations or dealings with and/or relating to the Development Site and/or the Building or any part thereof (including for the avoidance of doubt disclosures by the Company Developer to any financier or the mortgagee or prospective financier or mortgagee of the Development Site and/or Building or any part of its Subsidiaries and who is identified them) or the disposal of or acquisition of an interest in writing the whole or any part of the relevant party or any Group Company of the relevant party or any financing by a LUKOIL Entity the relevant party or any Group Company of the relevant party or any Disclosure to any insurers or prospective insurers of the Development Site and/or Building or any part of them or works in connection with the LUKOIL Entities' evaluation or consummation of the Merger; provided, however, that the LUKOIL Entities shall not be prohibited from employing any such Person who contacts a LUKOIL Entity on his or her own initiative and without any direct or indirect solicitation by a LUKOIL Entity; provided, further, 69 that the term "solicitation" does not include general solicitations of employment not specifically directed towards employees of the Company or any of its Subsidiaries. The provisions of this Annex B contain the entire agreement among the Company and the LUKOIL Entities concerning the confidentiality of the Proprietary Information, and shall supercede the terms and conditions of any existing confidentiality agreement between or among the Company, items on the one hand, and any one or more of the LUKOIL Entities, on the other hand.same
Appears in 1 contract
Confidentiality Provisions. Except as required by Law, unless otherwise agreed to in writing by the Company, the LUKOIL Entities agree (i) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any Person other than Parent Representatives who are actively and directly participating in the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and to cause those Persons to observe the terms of Section 5.2(b) and this Annex B, (ii) not to use Proprietary Information for any purpose other than in connection with the consummation 34.4.1 None of the Merger in a manner that the Company has approved and (iii) not parties to disclose to any Person (other than those Parent Representatives who are actively and directly participating in the consummation of the Merger or who otherwise need to know the Proprietary Information for the purpose of consummating the Merger and, in the case of Parent Representatives, whom the LUKOIL Entities will cause to observe the terms of Section 5.2(b) and this Annex B) any information about the Merger, or the terms and conditions or any other facts relating thereto, including, agreement shall without limitation, the fact that Proprietary Information has been made available to the LUKOIL Entities and Parent Representatives. LUKOIL Americas shall be responsible for any breach of the terms of Section 5.2(b) and this Annex B by any LUKOIL Entity or Parent Representative. In the event that a LUKOIL Entity is requested pursuant to, or required by, legal process to disclose any Proprietary Information or any other information concerning the Company or the Merger, the LUKOIL Entities agree that they shall provide the Company with prompt notice of such request or requirement in order to enable the Company to seek an appropriate protective order or other remedy, to consult with the LUKOIL Entities with respect to the Company's taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of Section 5.2(b) and this Annex B. In any such event, the LUKOIL Entities shall use their reasonable best efforts to ensure that all Proprietary Information and any other information that is so disclosed will be accorded confidential treatment. If this Agreement is terminated pursuant to Article VII hereof, (1) the provisions of this Annex B shall survive for two years following such termination and (2) the LUKOIL Entities shall, upon the written request of the Company, promptly deliver to the Company or destroy all Proprietary Information, including all copies, reproductions or extracts thereof or based thereon in the possession of the LUKOIL Entities or Parent Representatives. Without the prior written consent of all the Companyother parties to this agreement disclose or publish to any third party (“Disclosure”) or make public announcement of wilfully or negligently permit or cause Disclosure of any financial or other details whatsoever naming the parties hereto or otherwise relating to the transaction hereby effected except:-
(a) any particular extracts or details which must be the subject of Disclosure to comply with any Stock Exchange or any statutory requirements or the lawful requirements of any regulatory, governmental or official body
(b) to Group Companies or professional advisers of each of the LUKOIL entities parties who need to know such details and who have first agreed to be bound by the provisions of this Clause 34.3
(c) to the extent necessary to comply with any legal obligation or legal requirement
(d) to the extent necessary to comply with or give effect to the terms of this agreement
(e) to HM Customs & Excise or any other governmental, public or official body for taxation, rating or registration purposes
(f) to the extent they are already in the public domain, otherwise than as a result of a breach of this Clause 34.3
(g) that the Developer shall be entitled to issue a press release announcing this agreement in a form which has been approved by the Tenant (such approval not to be unreasonably withheld)
(h) in the case of the Trade Contractors and Consultants to whom the Developer may disclose an edited version of this agreement which has been previously approved by the Tenant (such approval not to be unreasonably withheld where such edited version does not include any financial details) provided that if the Tenant does not approve or reasonably refuse to permit such Disclosure within five (5) Working Days of request by the Developer the Tenant shall be deemed to have approved such Disclosure
34.4.2 This Clause 34.3 shall remain in effect until the expiry of a period of three (3) years from Developer’s Works Practical Completion
34.4.3 This Clause 34.3 shall not directly apply to Disclosure by or indirectly solicit for employment or employ on behalf of any management-level person who is on the date of party to this Agreement employed to any third parties and/or their professional advisers in pursuance of rent review arbitrations or determinations or negotiations or legal proceedings adjudications or other bona fide negotiations or dealings with and/or relating to the Development Site and/or the Building or any part thereof (including for the avoidance of doubt disclosures by the Company Developer to any financier or the mortgagee or prospective financier or mortgagee of the Development Site and/or Building or any part of its Subsidiaries and who is identified them) or the disposal of or acquisition of an interest in writing the whole or any part of the relevant party or any Group Company of the relevant party or any financing by a LUKOIL Entity the relevant party or any Group Company of the relevant party or any Disclosure to any insurers or prospective insurers of the Development Site and/or Building or any part of them or works in connection with the LUKOIL Entities' evaluation or consummation of the Merger; provided, however, that the LUKOIL Entities shall not be prohibited from employing any such Person who contacts a LUKOIL Entity on his or her own initiative and without any direct or indirect solicitation by a LUKOIL Entity; provided, further, 69 that the term "solicitation" does not include general solicitations of employment not specifically directed towards employees of the Company or any of its Subsidiaries. The provisions of this Annex B contain the entire agreement among the Company and the LUKOIL Entities concerning the confidentiality of the Proprietary Information, and shall supercede the terms and conditions of any existing confidentiality agreement between or among the Company, items on the one hand, and any one or more of the LUKOIL Entities, on the other hand.same
Appears in 1 contract
